A night to forget about Forever Knight
by Laharls Vassal
Summary: A short fic of love and lust between Ben and Gwen based in the new version. Warning: Incest, don't like the idea, don't read.
1. Chapter 1

**A night to forget about Forever Knight**

Gwen missed her hyperactive, easily distracted and annoying little cousin. Ever since Forever Knight appeared, Ben had become a paranoid insomniac and Gwen was the only one having to suffer through it night after night because Grandpa Max could sleep through an apocalyptic earthquake. The shirtless boy who was only wearing small black boxer shorts along with the iconic watch did not even register his surroundings because his brain was too preoccupied. The red head buried her face in her pillow and covered her ears with the corners as Ben walked back and forth in the narrow corridor of the rust-bucket, mumbling to himself; she could not hear him properly but she knew that he was rambling on about the fully armoured super villain.

"Just what…what is he planning with his weird little recruitment drive? Could he be after my Omnitrix? Probably…or is he just like every other loser villain and trying to take me out before he tries to rule the world? I dunno…that's too cliché for someone with his ability's…Oh, I know! He's probably trying to wipe out all mankind with a death ray on the other side of the world that's ready to kill us all! That's why he's keeping me distracted by appearing everywhere I go!"

After three nights of interrupted beauty sleep, Gwen could not tolerate it any longer so she leapt from the top bunk wearing only a white vest and pink panties, walked past Ben without him noticing as he was too distracted and retrieved a bottle of dark brown liquid that Grandpa kept in the glove compartment. She knew it was for adults only because she had noticed that the silver haired guardian went to sleep a lot earlier on the rare occasion he drank some so in her sleep deprived mind, giving some to Ben seemed beneficial for both of them. After acquiring the near half empty bottle and two large glasses, she opened the door, briefly enjoying the unusually warm night air.

"Ben!" she shouted, not worried that Grandpa Max would awake.

The seriousness of her tone briefly snapped him out of his funk, their eyes locked.

"You and me, outside, now!"

Usually he liked to play jokes on his cousin or tease her but he could tell that she was in no mood for playing around. The shaggy haired boy quickly followed her outside where she was already sat on the floor, one palm in the grass, the other holding a glass of…something.

"Sit down, we need to talk"

Ben quietly obeyed her command and sat down in front of her but before he tried to speak she thrust half a glass of whatever she was drinking into his hands, the grass tickling the soles of his bare feet.

"Drink"

He cupped the glass with both of his hands. His gorgeous green eyes met hers with innocence and uncertainty as he brought the liquid to his lips. After gulping down half of it he doubled over coughing and retching wildly.

"You're supposed to sip this stuff, doofus"

She snatched the glass from his hand until he managed to regained his composure. He wiped the drool that formed around his mouth with the back of his hand, just like any other young boy would.

"We need to talk" she reiterated before handing back the glass of alcohol.

Ben's head felt a little dizzy, what with the gulping of straight whiskey and the retching but he tried his best to listen to his big cousin.

"What are you on about?" he glared, before he sipped at the burning liquid because of her advice.

"Look, I know how stressed out you've been lately, what with learning how to use your new aliens and this Forever Knight freak showing up out of nowhere…"

Ben flinched when that name escaped her lips.

"But you've got to realise that he's just another goon in a costume. Taking these morons down is what you do best! I mean, you've kicked Zombozo's butt so many times you could do it in your sleep" she punched his bare shoulder playfully which raised a little smile.

"Speaking of sleep…I haven't slept properly in days and I'm pretty sure you haven't either!"

He looked down at his glass with a pang of guilt. "I'm really sorry Gwen…it's just…this is different, he's different"

The redhead rolled her eyes. "How, how is he any different from the others?"

"I don't know, he just is. Whenever I come face to face with him I…" he trailed off, keeping his gaze to ground.

"You what?" she asked in a gentler tone.

He took another sip of the warming liquid and grimaced a little as it clawed it's way down his throat.

"I…I get scared okay!" he said loudly. "Real scared…" this time a gentle whisper.

Gwen eyes widened, she could not believe what she had just heard. This is Ben Tennyson! Her fearless little cousin that welcomed danger and adventure on a daily basis!

In the moonlight she could see his cheeks had turned a deep pink. She knew that must have been incredibly difficult for him to admit and for the first time she did not see Ben as her annoying little hero, instead she saw him for what he was in that moment; a frightened little boy.

"Ben…I…" she went to touch his hand but he gently brushed hers away.

"And then with you and Grandpa not believing me when I kept insisting I saw him everywhere…r-really hurt and…it made me think I was losing my mind" he began to quiver.

All Gwen could do was stare at him in shock but when she noticed a stray tear trickle down his cheek, causing the surface of the drink to ripple, the concerned girl quickly lunged forward and wrapped Ben in a tight embrace.

"Why didn't you tell me any of this?" she asked, feeling her eyes well up with tears.

"Pfft, yeah right…you already know I'm scared of tentacles and ghosts so why would I give another reason to make fun of me"

"Don't be silly Ben, you know I'm just teasing, you tease me all the time" she chuckled lightly, trying to lighten the mood.

"Heh…I guess I can dish it out better than I can take it"

Gwen was surprised at how open her little cousin was being tonight, she assumed it was the alcohol acting like a truth serum.

"Ben…you need to stop trying to take on the world yourself" she broke the hug so they could look into each other's watery eyes and she was pleased to see a little smile. "We are a team, remember?" she placed her hands on his bare knees. "Team Tennyson always wins, you know that"

His smile widened slightly as he wiped his eyes with the back of his arm.

"Thanks Gwen" he sniffled. "I think that helped a little" this time he hugged her tightly.

The redhead froze trying to remember if Ben had ever initiated a loving embrace. She closed her eyes and concentrated on his musky scent filling her nostrils. She knew he had not bathed in a few days and she usually complained about him being stinky or leaving his unwashed socks and boxers strewn around his little corner of the rust-bucket but tonight his scent was intoxicating to her. Once again, she blamed Grandpa Max's secret drink. Gwen gently pressed her hands against his toned chest so he would release her but only to grab her glass and raise it in the air.

"A toast" she giggled nervously. "To team Tennyson"

Ben laughed through his nose and copied his cousin. "To team Tennyson"

They clinked their glasses together before taking another sip.

The night was warm and the sky was clear, the moon and the stars illuminated the cousins as they talked and drank through the early hours, Gwen's initial idea of using alcohol to make Ben sleep had been forgotten since they had practically polished off the bottle.

"So Ben…" she slurred slightly. "You have to tell me if I can do anything to help with your fear of Forever Knight"

"There's nothing you can do…I'm the one that's supposed protect all of us"

"Hey!" she yelled, punching his arm. "Have you already forgotten about team Tennyson?!"

"Haha, you're right…sorry" he blushed again.

"Listen Ben…you've saved grandpa and I many times but you need to remember how many times we've helped you take down the bad guys"

"True…I just…feel responsible for all of us for some reason, I don't know why…"

"I don't either…you've seen me hold my own against things that try to annihilate us all the time and you must admit…I make a crazy cute cat girl when I'm in costume" she winked before licking the back of her hand with feline-like accuracy.

That never failed to cause Ben to go into hysterics, he fell on his back laughing. Gwen could not help but stare at her young cousin's writhing frame as he succumbed to a fit of the giggles, the back of her mind wished that he was not wearing boxers but then mentally slapped herself for thinking such a depraved thought. After he had calmed down he took another sip/gulp of his drink before staring into his cousin's equally green eyes. For some reason her gentle smile sent a warm feeling through his body but that could have been the alcohol.

"Gwen…thank you for helping me tonight" he said, sitting on his knees, swaying slightly with an adorable goofy grin.

His perfect, piercing green eyes were almost hypnotic and that cute grin made her tingle down below. She set her glass down in the grass and also got on her knees so they were practically eye level.

"Remember that I'm always here for you if you want to have a serious talk" she blushed deeply. "Grandpa Max and I love you and we don't want you feeling like you're alone"

Tears formed in his eyes once again as the pair embraced each other once more. Ben's natural scent overpowered her senses for the second time that night to the point that she shuddered.

"Are you okay?" the hero whispered.

Gwen held him at arm's length so she could stare at his perfect face and without warning, she wrapped her arms behind her cousin's neck and crushed their lips together. Ben became wide eyed as Gwen forcibly kept the kiss intact for a few seconds before quickly releasing them in shock.

"I…I'm so sorry!" she whimpered, covering her mouth.

Ben just knelt there with a stunned expression. She quickly got up and went to run back into the rust-bucket to lock herself in the toilet but a strong hand gripped her wrist, stopping her abruptly. She looked down at her captor with tear filled eyes and when he pulled her back to her knees she half expected to slam his hand onto his watch and turn into Four Arms to beat her to death.

"J…Just get it over with…" she sobbed quietly with her eyes shut tight.

Ben did not know if he was in full control but what Gwen just did felt amazing so without warning he wrapped one arm around her back and the other delved into her beautiful red hair before pulling her forward so their lips met again. The kiss was innocent because he was not sure what he was doing but it felt right. When he released their lip lock they just stared at each other with looks of confusion.

"What's happening?" she whispered, her cheeks burning a bright crimson.

"I dunno…but…can we do it again?" he asked nervously.

Gwen noticed a slight bulge in his tight boxers but it was his mouth that she concentrated on in that moment. This time they both pressed their lips together simultaneously and it was Gwen that instinctively protruded her tongue against his mouth until he parted his lips slightly so she could slip it inside. A wet spot formed inside her panties as Ben took the lead by gently swirling his tongue against hers.

"B…Ben…" she muttered against his lips.

This unusual new feeling overtook her body and mind making her increase the force of the passionate kiss to the point where she pushed hard enough for Ben to land on his back so she was on top, the grass tickled his bare back. The overwhelmed boy ran his slender fingers through her red locks as their kissing became more desperate and frenzied. A thick string of saliva kept them linked when they had reluctantly part for air.

"Y…You taste good…" he giggled breathlessly.

"heh heh…you too" she replied between gasps as she stared into his lust filled eyes.

A sheen of light sweat covered Ben's body and his smell was causing Gwen's body to shudder with pure lust. She laid her head on his sweaty chest, purposely making sure her face was close to his armpit and when she felt his hard organ brush against her thigh, she had an idea.

"I think I know a way to help you relax…" she said quietly as she inhaled the scent emanating from his underarm. "Do you trust me…?" she asked as her tongue licked the skin dangerously close to his armpit causing him to quiver.

"Y…Yes…" he whimpered with his eyes shut tight.

Taking his response as the green light to go ahead, Gwen peppered his tiny frame with dainty kisses starting from his sensitive neck until she got lower and lower. Unfortunately the red head had to stop once his boxers got in the way of her mission so in her alcohol fuelled mind all she could do was swirl her tongue in his navel as she quickly went to remove the item of clothing preventing her to reach the treasure. Ben helped by lifting his perfect butt off of the grass so she could remove them with ease and fling them away from the four inch spike twitching before her. She was instantly mesmerised by his adorable organ and the desire to examine had decimated any rationality she had left. The girl manoeuvred herself so she rested her cheek against his warm inner thigh, staring at his erection so closely made her quiver. Although she had never seen a naked boy she knew their…equipment was different and even though she had never had the opportunity to experiment with a member of the opposite sex, she knew enough from sex ed classes on how to pleasure male and female organs.

"R…ready?" she whispered, the scent of his private area causing her to nearly pass out from pleasure.

She did not give him time to respond as she wrapped her hand around his surprisingly warm member making him yelp involuntarily. She waited a few seconds before sliding her hand down his length, her gaze concentrating on his pink helmet emerging as she slid his foreskin down agonizingly slowly. The warm scent emanating from his newly exposed head hit her olfactory senses so hard that she almost came then and there. Gwen edged her eager lips closer and closer until they pressed against the precum coated head sending a bolt of electricity through both of their bodies. She quickly engulfed the tip of his member, the taste caused her to involuntarily moan which sent a vibration through his boyhood.

"Fffuuu…G…Gwen…" he whimpered at the new but amazing feeling.

Her tongue explored the contours of his cockhead, savouring his taste and smell with every flick and swirl. Gwen began to bob her head up and down his length, each moan she earned made more eager to please her scrawny cousin. Her panties became wetter and wetter, her legs tightly locked squirming together. Feeling her own juices trickle down her inner thighs as she pleasured Ben's cock with her insatiable tongue, she brought two trembling fingers to her delicate virgin entrance. The sharp moan she emitted when her fingers pressed against her sensitive clit surged through her young cousin's cock making him place his sweaty palms on her beet red cheeks as he thrust into her warm mouth.

"S-Stop Gwen…" he muttered through quick gasps, unsure what this intense new feeling building up inside was that threatened to boil over. "I-I feel weird…!"

Ben attempted to push her head away but she refused to stop flailing her hungry tongue as his taste became like a drug to her. Once again he half-heartedly tried to push her off him but this time she gripped his wrists with her hands and swiftly pinned them down on the grass by his sides, increasing her speed on his twitching member in the process.

"S…something's happening! G-GWEN!" he squealed in a high pitched whine as he thrust his entire length deep into her mouth.

Gwen's eye's widened in shock when she felt thick, hot ropes of her cousin's delectable cum splatter onto her tongue and down her throat. He whimpered, writhed and humped her face as spurt after spurt erupted from his cock. Eventually Ben came back down to earth when he was finally spent, every tensed muscle in his body relaxed once she released his now extremely sensitive member. Raising herself so she was kneeling above him, she smiled warmly at the breathless boy drenched in sweat before wiping the last remnants of his essence trickling down the corner of her mouth with the back of her hand and lapping it back up like a kitty-cat which earned a goofy chuckle from his heaving frame. If one thing was certain, Ben was her cat-nip and she could not get enough so with feline-like prowess she whipped her wet panties down to her knees, pounced on top of his sweaty frame and desperately smashed their lips together.

"Mmphh…!" he yelped against her invasive mouth in surprise.

The fire between her legs had yet to be dowsed and she knew only Ben was capable of doing just that, even if he had no idea. The redhead kindly released the lip lock when she realised that he still had not fully recovered his breath from her previous assault. Instead, she slowly licked his face from jaw to temple, savouring every drop of sweat that attacked her taste buds. Her virgin entrance oozed even more natural lubricant and she could not help tightly wrapping her legs around his right one, grinding against his thigh as her licking started to become quicker.

"Hehe…t-tickles…" he mumbled as she trailed down to his slender neck.

"God Ben…you taste so amazing…" she almost growled, grinding with more force.

Releasing her leg lock slightly and taking his hand in hers, she moved it to her moist hole and made him press a quivering finger against her throbbing clitoris, the heat he felt emanating from her loins made him shudder.

"Gwen…I-I don't really know wh…"

"Don't worry…" she gasped at his gentle touch. "Just rub it a little…"

At her instruction, he began to stroke which made her whine into his neck, his fingertip already slick with her juices.

"Oh, B-Ben…"

The girl tightened the hug on his sweaty torso as she brought herself closer to his fragrant armpit and without hesitation she buried her face into it and begun to lick wildly. She gripped his hand once again and forced his middle finger to enter her, the pleasure was so intense she involuntarily humped his hand. No technique seemed to be in place, it was just raw lust making her grind frenziedly into now soaked fingers. The ability to control the volume of her moans also left her due to his sweaty smell she kept greedily inhaling as she drenched his underarm with saliva.

"C-Calm down Gwen…" he giggled. "Do I really taste that good?"

Gwen was unable to reply as she was lost in the build up of her release, rapid high pitched moaning pierced the night sky. Ben really wanted to make her experience the euphoria she gave him so, instinctively, he pressed his syrupy fingers deeper inside her cavern, which earned an even louder wail.

"Nnghhh…B-Ben…!" she cried, almost sounding pained.

Seeing this as a sign to continue, he began rapidly plunging his fingers in and out of her leaking pussy. Within moments of the fiery sensation she quickly left his saturated pit to bite down on his neck in a failed attempt to mask an almost deafening squeal as she finally achieved release, causing him to wince in pain. Cum gushed through her bald pussy, completely soaking Ben's hand and wrist in the process. He attempted to pull away but she held his arm in place whilst she rode out the most intense orgasm she had ever experienced.

Finally she released his neck, not noticing the teeth marks she left behind and collapsed on his chest, whimpering slightly when she felt Ben's fingers gently slide out of her still dripping hole. They stayed like this for a few minutes. Their sweat drenched bodies wrapped together, the only sound was their heaving chests swiftly breathing in and out the warm night air. Ben was the first to move by sitting up on his elbows even though Gwen still clung to his waist, not wanting his scent to ever leave her. The hero started to caress her now unkempt red locks with his clean hand as he brought the wet one up to his cute button nose savouring her scent before slowly licking upwards against his palm.

"Mmm…tasty" he chuckled giddily, causing her to blush deeply against his stomach.

"I…I hope that helped you take your mind of things…" she whispered, her cheeks became even redder awaiting his reply.

"I have to admit…I didn't expect…this to happen"

Gwen winced and tightened her grip further, afraid of what he would say next.

"B-But yeah…you definitely made me forget about my worries" he laughed.

Relief washed away the anxiety attacking her internally to the point that she was brave enough to release the grip on her cousin. She rose to her knees and when their bright green eyes locked they both smiled nervously.

"Gwen…" he whispered before clasping his hands around hers. "I-I've never felt or done anything like this before but…I'm glad that it was with you…"

It was his turn to blush deeply, not just because what he had said sounded incredibly sappy but also because it was the truth.

"I feel the same way…" she replied with tears in her eyes.

"Heh…you're such a doofus" he joked.

"Takes on to know one"

They both laughed sheepishly before simultaneously leaning in and bringing their lips together in a tender and loving kiss. It only lasted a few moments but when their lips parted they pressed their foreheads together.

"H-Hey Ben…?"

"Hmm?"

"Would you…s-shower with me in the morning?" she squeezed her eyes shut tightly as she berated herself for suggesting such a thing.

"That's a hard no from me Gwen" he replied too quickly which made her stare at his adorable face in fear. "Afternoon would suit me better. I need my beauty sleep too ya know" he chuckled before kissing her beet red cheek.

"D-Don't scare me like that!"

She tried to sound angry but the relieved smile betrayed her. With inhibitions still low she wrapped her arms around his scrawny back and brought them back into a tight embrace.

"Shall we get dressed?" she asked.

"I would if I knew where you tossed by boxers" he giggled into her neck.

"Oh, yeah…" she giggled also as she released him.

She quickly pulled her panties up once she was back on her feet before trying to remember which direction she chucked them in during her lust/alcohol fuelled haze. Eventually she recovered them and once he snapped them back on his lithe frame they held each other's hands as they headed back towards the rust-bucket.

"Wait…" Gwen stopped.

"What's wrong?"

"What are we going to say to Grandpa Max if he discovers that we drank his alcohol?!"

Ben just grinned as he brought his lips to her ear.

"Your idea, your problem" he whispered before laughing immensely and clambering into the mobile home before she could respond.

Gwen wanted to be furious and chase after him but instead relief and happiness warmed her body and soul.

"I'm glad you're back Ben…"


	2. Chapter 2

**Innocence**

Unfortunately, the morning reared its ugly head, and a very bright one at that.

"Morning kids!" Max yelled as he pulled up all the blinds inside the rust-bucket letting the loathsome daylight pierce through the comforting blanket of darkness.

The cousins instinctively covered their faces with their covers from the sun's evil rays, both groaning exaggeratedly in unison.

"Haha, come on guys! It's such a beautiful day and we're about to have one of the best days ever once we get on the road"

"Mmnnhhh…not so loooouuud…" Ben whined, wondering why his head felt like it was about to explode.

Gwen just rubbed her temples, instantly regretting drinking all that alcohol but not regretting the outcome and Grandpa seemed completely oblivious to last night's antics.

"Don't be like that Ben, listen, breakfast is on the table so eat up you two. We'll be there in a few hours if we leave now"

"Uurghh, where are we going?" the redhead uttered into her pillow as Grandpa max readied himself in the driver's seat.

"Ah-ah-ah, that would be telling" he chuckled childishly.

Ben hated the fact that his Grandpa was so chipper in the mornings, hell, he hated anyone that had the ability to be happy in the mornings. The guardian turned the key in the ignition making the rust-buckets engine roar loudly which almost killed the hungover cousins.

"You two won't be grumbling once we're there" smiled as he manoeuvred the mobile home onto the open road and tuned the radio to his favourite country western music channel much to the kids dismay.

The little hero clasped his hands over his ears, it felt like they were the only things keeping his head from splitting apart. In a last ditch attempt to drown out…well…everything, he took the pillow from underneath his head and pressed it against his face. Suddenly, the memories of last night came flooding back earning a weak grin and a tingle within his tight little boxers. Gwen was the first to emerge from her pit and drag herself to the bathroom but not before attempting to sneak a quick glance at her gorgeous cousin. Unfortunately his perfect body and face were hidden by his covers and pillow.

"I'll be with you in a moment" she chuckled to herself as she closed the bathroom door.

Morning routine done and dusted, the girl informed her grandpa that she needed to change which was a good enough reason to slide the curtain behind her that protected the sleeping quarters from daylight. Ben still covered himself but she was hungry, not for breakfast but for her delicious cousin. Much to Ben's surprise, Gwen lifted the covers and climbed in beside him, his smell made her pale frame shudder.

"Morning stinky…" she beamed.

"Gw-Gwen?! What are you doing?! Grandpa Max will freak if he finds you in my bed!"

"Don't be stupid" she giggled quietly whilst burying her face against his neck and sniffing deeply. "He's too busy driving and listening to that awful music he likes…he won't hear a thing.

"B-But!"

Even though his nervousness was absolutely adorable she was still hungry so she clamped her lips on his own, preventing him from uttering anything else. It did not feel as passionate as last night because the boy still tried to resist but Gwen refused to give up. She quickly brushed against the bulge trapped in his boxers with her eager hand causing him to gasp against her mouth. She quickly broke the kiss just so she could enjoy staring down at her flustered cousin's blushing face.

"You're so cute Ben…I just wanna eat you" she purred.

"S-Shhh! Grandpa could come in at any moment!"

With a devilish grin, the redhead slowly walked two fingers across his thighs to the waistband getting in the way of her new favourite toy.

"He'd have to stop the van first doofus, we'd have plenty of warning"

Without even giving him time to process that thought in his pounding skull, she skilfully slid her hand underneath the shorts and wrapped her soft delicate hand around his incredibly warm member; if she didn't know any better she would have guessed that she was about to jack-off Heatblast. The nervous boy had to quickly cup his hands against his mouth to muffle the yelp of shock/pleasure he felt after she gave it a gentle squeeze, sliding her thumb across the slick tip in the process.

"Heh heh, I swear you're getting cuter by the second" she whispered into his ear before giving it a slow lick.

Ben's whole body trembled at her sensual assault, he was truly at her mercy and she was not feeling particularly merciful that morning.

"Lift your butt" she asked even though it sounded like a command.

He immediately complied and she quickly yanked them down to his knees with her free hand.

"Ahh, much better" she chuckled, moving it around like a joystick due to its newfound freedom.

The girl was thoroughly enjoying herself, the feeling of his soft skin becoming coated with his precum as she moved her hand up and down his cock ever so slowly, his clear embarrassment coupled now with his desperate need of release…yep, she could get used to this level of control over Ben.

"Mmm…it's so warm and wet.." she continued to tease, peppering the sweaty skin around his neck with wet kisses.

The hero still kept his hands firmly against his mouth as Gwen's hand picked up the pace, the fear of Grandpa Max hearing him squeal and whimper loudly at the hand of his cousin refused to leave him; he would come to learn later in life that increased anxiety levels regularly accompanied a particularly bad hangover. Gwen originally planned to suck him dry but she could not tear herself away from his perfect face squirming and writhing in pleasure.

After another minute or two of tormenting her skinny little cousin with blatantly slow movements that kept almost bringing him to the edge, she decided he had suffered enough. What was supposed to be a morning delight for him turned into a power trip for her. A twinge of guilt seemed to help speed up the hand wrapped around his engorged member and the increasing amount of precum trickling through her fingers only made her stroke faster; XLR8 would be proud!

Ben's moans became even more difficult to stifle at the swift pace, his eyes squinting hard, his hands pressing even harder against his quivering mouth. She could tell he was close because his sweat soaked body began to tremble violently, almost seizure like but once she witnessed his eye's opening widely she swiftly pulled his hands away with her free one and slammed her eager lips against his as he came. His body convulsed and humped her hand desperately as hot cum shot out of his piss slit. Ben switched from high pitched whimpers to guttural groans into Gwen's welcoming mouth as she continued to milk his rock hard cock. The girl had to squeeze her legs tight as she felt his essence shoot and leak all over her hand and fingers. Her tongue explored and tasted his mouth, even his morning breath made her pussy tingle. Eventually his lithe frame calmed as the last drops of cum left his hairless balls.

"Wow Ben…" Gwen giggled, only after he quietened down so she could let go of his lips. "You look like you enjoyed yourself"

The hero was still in no state to respond so she lifted the covers high above them so they would not cling to any delectable cum, after all, this was her prize. Still huffing and puffing, the young boy watched in awe as she brought her saturated hand to her face. After deeply inhaling the scent of his essence she protruded her tongue and greedily licked her hand clean.

"Delicious…" she winked.

"I-I can't believe you just did that!" he tried to yell through ragged breaths, the fear of being caught had all but dissipated.

"Well it really is your fault for being so cute!" she argued before bending down to kiss his button nose. "Y'know…I still need to get off…" she whispered into his ear.

The boy turned to meet her gaze with nervousness in his piercing eyes.

"D-Do we have time?" he whispered.

"Relax dweeb, I'm saving my…urges for later, especially since you're now in my debt…" she sniggered.

"In your debt?!" he almost shouted. "I didn't ask you to do this!"

"True…but you're glad I did, right?"

He turned his blushing face away from her almost malevolent expression. That seemed like a admission of defeat to her and the feeling of power over her cousin in any, way shape or form created this almost primal desire within her.

"There ya go…" she whispered, ruffling his sweaty hair like an owner would to their dog for obeying a command.

Gwen almost frightened herself when a plethora of thoughts of what she could get him to do raced through her mind but because she was incredibly horny, fear and concern took a backseat.

"Listen!" she ordered quietly as she tightened the grip on his hair causing him to wince in pain. "Once we have the opportunity to be alone…you're mine, understand?"

Knowing that he would not dare to argue (loudly anyway) she beamed when he nodded silently.

"Good…by the way, don't bother showering, if Grandpa Max complains about how stinky you are then just spray you shirt with deodorant, okay?"

"O-Okay…"

Satisfied, the elated girl released Ben and left his bed and quickly got dressed like nothing had happened before whisking the curtain open and sitting down at the table to eat breakfast. Ben felt a mixture of mainly fear with a little excitement at Gwen's plans for him later that day.


	3. Cat and mouse

**Cat and mouse**

Ben kind of wanted an uneventful rest of the trip to the unknown destination but Gwen had other ideas. Once he had thrown on his dirty iconic T-shirt along with a pair of black shorts he gingerly walked over to the table where Gwen awaited him. She refused to release him from her gaze even for one moment, drinking in his every detail, not caring that it was clearly making him uncomfortable. The boy sat opposite her whilst trying not to meet her piercing eyes, the look on her face was…unsettling to say the least. He worked up the courage to flash her a meek smile as he began to eat his cereal. Even the way he ate made her leak a little, maybe she should have sorted herself out when she was playing with Ben because every little movement he made drove her crazy.

"How much longer Grandpa!" she shouted, not sure how much longer she could restrain herself.

"About half an hour sweetie! Maybe twenty minutes if we don't hit anymore traffic"

The redhead sighed in frustration, hoping she could hold off that long and how long would it be until they were alone once they reached their destination? What if there was no privacy? Just how many people would be there?

Ben slurping the milk from his spoon snapped her out of those negative thoughts. She smiled dreamily at her little cousin licking a dribble of milk from the corner of his mouth. Feeling naughty, Gwen shifted her legs so her bare feet stroked his shins which caused him to flinch in surprise. She trailed downwards until her toes met his, she loved how clammy and big his feet were.

"I can smell you from here" she said in a sing-songy voice.

"Q-Quiet Gwen!" he blushed immensely, still attempting to avoid eye contact.

"Aww…you're so shy today, don't worry, I'll try to be gentle with you" she winked.

He tried to smile at her comment but it just made him even more nervous.

"Kiss me…"

"A-Are you insane?! What if Grandpa looks in the rear view mirror?"

Even though she hated to admit it, he had a point. It could ruin everything but she needed something to tide her over so without thinking she snatched the spoon from his hand and chucked it under the table.

"Hey!"

"Oops…you dropped your spoon" she said seductively. "Don't worry cutie, I'll get it"

Ben just stared at her nervously before she eagerly crawled underneath the table. The utensil was within her grasp but it was his cute feet that drew her attention. Without warning she gripped his left foot between her hands before pressing her nose against his heel and running her tongue up the sweaty sole up to his toes, the salty and sweaty taste made her light-headed. She wanted to sample each toe but she knew that such an act would send her to the point of no return so she retracted her tongue but could not resist giving them a deep sniff before coming back up, with the spoon of course. Ben shuddered when he felt her tongue attack his foot but could not decide whether he liked the strange feeling or not.

"Here you go stinky…" she grinned dangling it in front of him.

"T-Thanks…"

He sheepishly finished his breakfast under her watchful gaze with the occasional tap/stroke of her toes against his own.

"Did you like that Ben?" she asked confidently.

"U-Umm…I-I guess…?" he mumbled whilst his cheeks burned brighter.

"Haha, so cute…tasted great by the way…" she replied louder than he would have liked.

Not responding, he got up and washed his bowl in the sink before grabbing his I-pad and sitting back down opposite her. He knew she was still staring at him even though he purposely kept his focus on the many different games he pretended to be interested in. Gwen decided not to mention the fact that she noticed a slight bulge in his shorts when he got up which made her feel feverish. Her desires threatened to overwhelm her to the point that she thought that she would give them both a break by bringing a book to the front passenger seat and pretending to read.

"We're here gang!" Max yelled, turning the mobile home onto a dirt path.

Instinctively, the cousins planted their noses against the windows with anticipation and their eyes grew wide with excitement when they saw what was before them.

"A hot spring park?!" they both shouted in unison.

"Heh, yep! I hope you haven't lost your swimsuits!"

Forgetting the sexual tension between them for a few seconds. The cousins embraced each other and jumped up and down on the spot. It was only when Ben's stench went up her nose she had to quickly let go, the urge to steal a kiss was too great. Luckily Max had just parked the rust-bucket before turning in his seat to face his grandkids.

"Look kids…I know we've all been a little stressed lately…" his gaze involuntarily shifted towards the tiny hero. "So I thought a relaxing break would do us the world of good"

"Good thinking Grandpa!" Gwen piped up, wanting to get Ben into a secluded hot spring as soon as possible.

Quick as a flash, the redhead grabbed a small bag, stuffed her turquoise swimsuit along with Ben's swimming trunks inside it and headed to the door.

"Let's go, let's go, let's go!" she squealed.

"Geez Gwen, you're acting like Ben!" he chuckled.

The cousins were in awe at the sheer size of the park once they rushed out of the rust-bucket. It was like a sea of green as far as the eye could see, forests of trees scattered across the rolling hills and there were even calamitous dirt paths that trailed up and along groups of mountains. Gwen was pleased to see that there were only a handful people before them enjoying the nearest hot springs, probably because it was still early in the day. They both gripped their Grandpa's hands and practically dragged him through the entrance until they reached an annoyingly enthusiastic cashier. Once the guy informed them about all the most "spectacular" areas of the park and handed each of them a little map of the area, they sped off, after Max paid, of course.

"Okay gang, I'm gonna hang out here" he pointed to the large hot spring nearest to the entrance, not caring that there were two couples in the bubbling water.

The main reason was to keep an eye on his four wheeled friend in the car park; which kind of contradicted coming here for relaxation.

"Okay, sounds cool Grandpa. Ben and I are gonna do a little exploring!" she replied as she yanked his arm causing him to lose his balance.

"Alright, lets meet back here in a couple of hours for lunch"

Unable to contain a squeal of delight, the ecstatic girl tightened her grip and sped off into towards the nearest forestland, practically dragging the boy through the air.

After running through the what seemed like an enchanted woodland for a long while and finally satisfied that there was no one else around, Gwen stopped abruptly before pinning Ben against the closest tree, her roughness surprised him. She stared into his shimmering eyes and detected a hint of nervousness which sent a wave of primal superiority through her already lust filled frame. Without warning she pressed her lips against her cousins and immediately proceeded to delve her eager tongue into his delectable mouth. Her attack was frenzied, the noises that occasionally escaped her lips as she swirled her tongue around his sounded desperate and high pitched. The girl could not get enough of his taste or scent, her hands worked their way all over his upper body until they rested in his shaggy hair, one caressing the shaggy brown locks aggressively and the other gripping on for dear life which caused the hero some discomfort.

"Mmphh…Gw…Gwen…!" he somehow managed to utter through the corner of his mouth.

She completely ignored him, the state of euphoria that enveloped all her senses made her oblivious to his words. Not knowing what else to do, the boy had to push his hands against her chest in an attempt to pry her off of him but immediately retracted them after he realised he had cupped her budding breasts, not just because it embarrassed him but he also did not need to make her any hornier than she currently was…if that was possible. The redhead's grip tightened further to the point where he had to clasp her shoulders and push her off with all his might.

"Wh-What's wrong?!" she asked, her tone was a mixture of frustration with a hint of concern.

He bent over putting his hands on his knees as he attempted to get his breath back, she took the opportunity to do the same.

"You…You were…h-hurting me…" he replied meekly, keeping his gaze firmly to the ground.

An overwhelming feeling of guilt quickly put a dampener on her sexual arousal when he uttered those words.

"Oh…Ben, I'm really sorry…" tears began to form.

She quickly ran to his side and made them both sit against the mighty tree's trunk before pressing his head against her chest and stroking his hair, this time gentle and loving. Luckily she noticed the bulge in his shorts so at least she knew that he did not totally hate the ambush.

"It's just…how do I put this…? To me, you're so perfect that you kind of make me…lose control, understand?"

"Not really…"

"Heh, I guess you don't see it yourself. Do you realise how beautiful you are?"

"N-No…" he said quietly, glad that she could not see his cheeks growing redder.

"Well you are…to me anyway" she chuckled, trying to lighten the mood.

Gwen used her index finger to lift his chin so their gaze could meet. Those mesmerising emerald eyes of his could melt any glacier so her heart was an easy target.

"Again, I'm so sorry Ben…I'll…I'll try to calm down"

Her warming smile settled Ben's nerves, he even welcomed her delicate but passionate kiss. They shared the tender embrace so lovingly, briefly forgetting their surroundings. With a quiet smack of the lips they eventually let go, she was pleased that he seemed more eager now that she made herself mellow but a part of her wished that she had more alcohol to pour down his throat, making his inhibitions fly away so he would become an insatiable lust filled dynamo such as herself.

"How about we find a nice, secluded hot spring…sound good?"

"S-Sounds good…"

The boy went back to resting his head against her chest as she pulled the map out of her pocket. She traced the area with her finger until she found the one she desired.

"How about this one?" she asked, showing him the exact spot.

"That's right at the top of a mountain! It'll take ages!"

"Not if you turn into XLR8, silly" she giggled as she kissed his forehead.

"Oh, right…I guess you kinda made me forget I had alien powers" he chuckled.

With renewed excitement, the hero leapt away from her embrace, tinkered with his iconic watch until he found the correct alien and slammed his palm down on the mechanism. A blinding flash of green enveloped Ben as the transformation commenced , Gwen never failed to stare in awe as his body changed. Moments later XLR8 was reborn in all his glory.

"_Okay Gwen, hop on_!"

"You don't have to ask me twice!"

She immediately hopped onto the aliens back and wrapped her limbs around it's slender body.

"_Hold on tight_!" it advised.

Within milliseconds the creature blasted off towards the mountains creating a huge shockwave that ripped the leaves and branches off of myriad trees. Zigging and zagging through the trees at blinding speed, it did not take long until it was out of the forest and on one of the dusty roads that lead to the mountain tops, Gwen just closed her eyes and held on tight. In less than a minute they had reached the destination. She released her grip from his body and was a bit unsteady on her feet at first but she quickly became attuned to her surroundings. Jagged grey and silver rocks that seemed to touch the heavens were their back drop and as luck would have it, nobody was in the smallish hot spring before them, three or four people would make it overcrowded.

"_Hey-Hey! This is pretty awesome_!" XLR8 beamed as it rushed around the secluded area. "_No wonder you chose this exact spot_!"

The redhead giggled at the aliens excitement. The circular vat of bubbling water was certainly inviting and she could barely wait to sink her body into it but refrained until Ben was back. Not wanting to wait, she started to undress. First she slid her shorts down her slender legs and kicked them away, revealing her panties. She then lifted her turquoise shirt above her head and tossed it aside which revealed her perky little breasts. XLR8 was in mid-run but once it clapped eyes on her exposed chest it lost its equilibrium and crashed down face first into the lush green grass surrounding the hot spring, causing him to time out in the process. Gwen had to stifle a giggle as her little hero spat blades of grass and dirt out of his mouth. He shook his head vigorously to gather his bearings before getting up on his feet.

"You okay…?" she asked trying her best to sound concerned but could not help let out a few sniggers.

"Uh, yeah…never better! I…I…" he trailed off when his gaze met her pale skin once more.

Ben suddenly found himself unable to say anything else, the beautiful spectacle before him had rendered him speechless, not even realising that he was slowly walking towards the goddess in an almost trance like state. Gwen played the cute/innocent card by placing her arms behind her back and coyly looking away, a bright pink hue spread across her face. Eventually he closed the gap between them, still remaining silent, still dumbfounded at her natural beauty.

"L-Like what you see…?"

Again, no response. He got so close to the point where his nose pressed against hers. Cupping his sweaty hands against her burning cheeks, he brought their lips together which filled a desperate need inside both of them. This time it was her turn to gently push him off of her.

"I-I'm sorry!" he cried, wondering what he had done wrong.

"D-Don't be sorry!"

"Did I do something wrong…?"

"Not at all" she replied. "It's just…do you think this is fair?"

"Huh…? What's not fair?"

"Well…I'm just in my panties and you're still dressed" she smiled, slightly intimidatingly.

"O-Oh…"

He just stood there rubbing his arm gently, unsure what to say next. Her body started to tremble with impatience.

"Look Ben, I know I said that I would try and calm down but…" she trailed off, her eyes showing the previous hunger that frightened Ben. "But…if you don't take them off right now…I'm gonna have to rip them off"

"O-Okay…" his voice trembled.

Backing away a little he gripped the bottom of his shirt and began to lift it over his head. Gwen's mouth already started to salivate the moment she saw his navel and once he lifted it past his chest and tossed the sweaty garment to the ground she became worried about keeping control once more. He then reached down to his shorts and started to unbutton them slowly, not in an attempt to tease but because he was starting to get scared again.

"Hurry it up, Ben…" she demanded.

He quickly obeyed by whipping them down to his feet and kicking them away. Now they were both in their underwear, her white panties with a large damp spot in the front, his black boxers preventing his bulge from being free.

"S-Sorry Gwen…" he felt compelled to say.

"You're forgiven" she grinned malevolently, the offer to calm her lust was being pushed into the back of her mind. "Why are you still wearing those?" she pointed at his tented boxers.

"W-Well I…uhh…wh-what about…?" he mumbled looking down at her last remaining item of clothing.

"What about what?" she asked, feigning ignorance.

The way he struggled to utter anymore words was so adorable to her. She did not know if it was down to fear or embarrassment but she was thoroughly enjoying herself. Knowing that she was in complete control she decided to take start first.

"Fine…" she sighed, feigning defeat. "I'll go first if it'll hurry things along…"

With that said, she pinched the sides of her undies, pulled them down and flicked them away. She was finally completely naked in front of her little cousin and once again, he was in awe. Never seeing a naked girl before, his innocent mind came up with the words _glistening flower_ after gazing at her virgin entrance.

"Come here…" she beckoned with her finger.

The girl expected him wander over to her mindlessly but it seemed his trembling legs forbade him. It was clear that he had no idea what to do and she loved it. Not saying another word, she walked towards the quivering boy and got down on her knees so her gaze met his bulging boxers. Wasting no time, she slid them down his legs and quickly placed her lips around his member. The surprised yelp he emitted pleased her greatly but it paled in comparison to the intense taste of his delicious cockhead. She sank her hands into his bubble butt and shoved his hips forwards so she could take all of his length. Ben was in heaven, her mouth serviced his spike whilst occasionally releasing it so she could lick his hairless balls along with the moist crevices between his thighs.

Oh…g-god…" he whimpered.

Even though her velvet tongue felt phenomenal, he did not realise that she was receiving even just as much pleasure as he was. He had no idea that his natural stink had the ability to destroy her rationality and cause her to reach orgasm without touching herself. His moans became more rapid as her tongue licked his entire private area rapidly, rubbing her face into it sniffing deeply in the process. When he involuntarily gripped her red hair tightly and began humping her face she knew she had caught him in her web. Pulling herself away from his sweaty and saliva soaked groin frustrated her as much as it did him but she knew that he would become her obedient puppy that would probably do anything for release. Once Gwen got back to her feet she grinned at his pleading eyes as she licked her lips. Hungrier than ever, the girl placed her hands on his shoulders and pretended to lean in for a kiss, he had no time to react when she hooked her leg behind his and used her momentum to slam him down onto the grass. He cried in surprise with a hint of pain which she ignored as she clamped her knees around his hips before gripping his wrists and pinning his arms above his head.

"You…You're never allowed to shower again…" she growled before suckling on his stinky armpit.

His scent had changed her into something that her normal self would almost definitely disapprove of but it was like a drug, not something she had control over at this early stage.

"Ahh…o-ow owww…!" the hero yelped as she gripped a large tuft of his hair tightly once again.

"And if I even get a whiff of soap from you…you'll regret it, understand?"

"Y-Yes…" he replied, blinking back tears.

"Promise?"

"I…I p-promise…" he sniffled with clenched teeth.

"Good!" she beamed.

After realising her grip she decided to put them both out of their misery.

"You're going to fuck me now" she said matter-of-factly.

Ben's green eyes almost became as wide as saucers, not just because he had never heard her use profanity before but also because he had never had sex before and he was almost positive that she had not done so either.

"B…But…" he whimpered but became silent when she pressed her index finger against his perfect lips.

"Shut up. This is happening."

There was no need for lubricant, they were both a sticky mess down there already. The girl gripped his dripping member and manoeuvred herself so it was pointing straight towards her entrance.

"You ready?"

The scared boy just looked up at her with tear filled eyes but because he was still desperate for release, he nodded hesitantly. Gwen could not have hoped for a more perfect scenario. Not letting her gaze leave his, she slightly lifted her hips so she could point his cock directly below her hole. without another word she lowered herself onto his length, refusing to admit that she was a little nervous also. The moment his slick cockhead broke through her tight walls made them both gasp loudly. Gwen scrunched her eyes shut and cried lightly as she lowered herself further and further until their bodies met once more. Her warmth engulfing his member sent shivers down his spine that practically paralyzed him in a permanent state of euphoria.

"Nnmmghh..B-Ben…!" she gasped, enjoying the feeling of his pulsating cock filling her void.

He could no longer look at her, his eyes were glazed over due to this new but amazing feeling, a string of drool trickling from the corner of his mouth. After she eventually became accustomed to the invasive feeling, she dug her nails into his shoulders as she lifted her hips and slammed herself back down on his cock causing him to yelp in pain and pleasure, the combination she loved the most. Not wanting to waste any more time she pushed herself down again and again, quickly gaining speed. The sound of their genitals wetly slapping together only heightened her desire for release. Her rhythmic movements soon became frantic and animalistic as she grinded back and forth on his inexperienced cock, his boyish moans and whimpers served to only heighten her ecstasy.

"Pl-please stop…! I-It's happening again!" he begged.

Hearing his high pitched pleas only made her increase the force and speed.

"G-GWEN!" he shrieked as he gripped her incredibly smooth butt.

The stinky hero lifted his hips off of the grass as he sprayed her inner walls with thick and creamy boy cum. Her guttural scream echoed through the mountain range as her girl juice drenched his groin. Gwen inevitably collapsed on her smelly little cousin, their bodies heaved against each other as they attempted to get their breath back. Once she was able to calm down, Gwen released his member with a wet pop and laid by his side, the feeling of his boy cum trickling out of her pussy was strangely satisfying. She kissed his sweaty forehead whilst he recovered from his orgasm.

"I hope you enjoyed that…" she whispered into his ear.

"Y-Yeah…" he chuckled goofily.

"Do you remember what I said…?"

"Of-of course…no showers or soap…" he replied with fear in his tone.

"Good boy"

The girl rewarded him by stroking his hair and kissing him on the lips.

"Right, let's try out the hot spring, that's the reason we came up here for" she giggled.


End file.
